Item 12 - Cooperative Agreement with the City of La Habra and Partnering Cities

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Cooperative Agreement No. 2024-1 Page 10 of 18 time to time, shall be binding upon the PARTIES, so long as the same shall be in writing and executed by 1 the PARTIES. No waiver of any term or conditions of this AGREEMENT shall be a continuing waiver 2 thereof. 3 6. Applicable Laws and Regulations: This AGREEMENT shall be governed by all applicable federal, 4 state and local laws and regulations. The PARTIES warrant that in the performance of this AGREEMENT, 5 each shall comply with all applicable federal, state and local laws, statutes and ordinances and all lawful 6 orders, rules and regulations promulgated there under. 7 7. Indemnitees: To the maximum extent permitted by law, each PARTY agrees to defend, indemnify 8 and hold harmless the other PARTIES, their officers, agents, elected officials and employees from all 9 liability, claims, losses and demands, including defense costs and reasonable attorneys’ fees, whether 10 resulting from court action or otherwise, to the extent arising out of the actual or alleged negligent acts or 11 omissions of, or violation of any statute or regulation by the defending PARTY, or any of its officers, agents, 12 or employees, in the performance of this AGREEMENT. When negligent acts or omissions of one PARTY 13 are directed by another PARTY, the PARTY directing the negligent acts or omissions shall owe this defense 14 and indemnity obligation to the PARTY following the directions. The provisions of this paragraph shall 15 survive the termination of this AGREEMENT. Notwithstanding, this AGREEMENT shall not be interpreted 16 to create any joint and several liability or any joint powers or joint venture between the PARTIES. 17 LA HABRA shall defend, indemnify and hold the AGENCIES free and harmless from any claim or liability 18 arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 19 8. Force Majeure: Each PARTY shall be excused from performing its obligations under this 20 AGREEMENT during the time and to the extent that it is prevented from performing by an unforeseeable 21 cause beyond its control, including but not limited to: any incidence of fire; flood; acts of God; 22 commandeering of material, products, plants or facilities by federal, state or local government; national fuel 23 shortage; labor strike or materials shortage provided satisfactory evidence of such cause is presented to the 24 other PARTIES, and provided further such nonperformance is unforeseeable, beyond the reasonable control 25 and not due to the fault or negligence of the PARTY not performing. 26 9. Any notice sent by first class mail, postage paid, to the address and addressee, shall be deemed to 27